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The filmmakers feared the studio might kill the project, about the real story behind the making of "Mary Poppins." Instead, Tom Hanks, Emma Thompson and director John Lee Hancock were given the keys to the Magic Kingdom.

It was one of those purely serendipitous moments. British producer AlisonOwen happened to be relaxing at Italy's Ischia Film Festival in summer 2011 when she struck up a conversation with the woman in the neighboring deck chair: CorkyHale, a jazz musician and the wife of songwriter MikeStoller. Asked what she was working on, Owen, now 52, whose credits include 2008's The Other Boleyn Girl and 2011's Jane Eyre, began talking about Saving Mr. Banks, a script about WaltDisney's efforts to convince recalcitrant author P.L. Travers to allow him to make a movie based on her books about the quintessential governess, Mary Poppins.

The project originated with Australian producer IanCollie, who was fascinated by the fact that, despite her proper British image, Travers was born in Australia. He had produced a 2002 TV documentary titled The Shadow of Mary Poppins and commissioned SueSmith to write a screenplay, which he brought to Owen in hope of setting up a U.K.-Australia co-production. "The good news is that I could see there was a great story there waiting to get out, but the bad news was that telling the story was problematic because of the amount of intellectual property rights involved," says Owen. After all, if Walt Disney Studios turned the project down, there would be no way to take it to another company.

In retrospect, the producer needn't have worried. Disney ultimately would embrace Saving Mr. Banks, which opens in limited release Dec. 13 before going wide a week later. JohnLeeHancock, 56, seeking a follow-up to his 2009 breakout hit The Blind Side, came aboard to direct the $35 million film. Disney CEO RobertIger himself called TomHanks, 57, to urge him to play Walt -- and even toyed with having the actor impersonate the company's founder at a board meeting, though that stunt never came to pass. And EmmaThompson, 54, for her starchy portrayal of Travers -- who initially demands that any movie made from her books should have no songs, no animation and no use of the color red -- already is being touted for a best actress Oscar nomination.

But, as Owen explained to Hale while they enjoyed the Italian sun, when she decided to take on the project, it was a decided gamble. Using her own money along with funds from BBC Films, she hired fellow Brit KellyMarcel, 39 -- then a TV writer, though since hired to write the screen adaptation of Fifty Shades of Grey -- to rework Smith's screenplay, which took a biographical approach to Travers' life story. Marcel opted to focus on the author's two-week visit to Los Angeles in 1961, during which Disney poured on the charm, intercutting that encounter with scenes from Travers' Aussie childhood that centered on her love for her father, a charming but alcoholic bank clerk. "Luckily for us, Kelly knocked it out of the park on her first draft," says Owen. But, as she told Hale, she was nervous about taking it to Disney. If only, mused Owen, she could get the blessing of the Sherman brothers -- Richard and Robert, who wrote the enduring tunes for the 1964 film Mary Poppins -- so she could have them as allies.

At that, Hale stopped her. "But I know Richard," she said. "We're neighbors." She offered to deliver the script to him, and he became a big supporter of the project. (His brother died March 6, 2012, before filming began.) When Marcel, Owen and Hancock finally met Richard, says the screenwriter, "it was very emotional. He was crying. He really had had a hard time with Travers -- she made things very painful for him and Bob. But he said having read the script, he could sort of finally let it go. He was so sad that he hadn't known that she'd had that childhood. He felt if only he'd known, he could have helped her." Sherman wasn't the only one who sparked quickly to Marcel's screenplay. It made the 2011 Black List of top unproduced scripts. BobBookman (then at CAA, now at Paradigm) served as "the godfather of the project," says Owen, and as soon as he read it, Disney president of production SeanBailey talked it up among his fellow executives. Studio chairman AlanHorn also secured the blessing of DianeDisneyMiller, Walt's sole surviving child, who met with him and Hanks before the project got underway. (Disney's daughter died in November at age 79.)

Hancock, though, admits that when he first heard of the project, "I wasn't sure it would be my cup of tea -- pardon the pun." While a reading of the script quickly converted him, he also feared the Disney brass might become too involved. "I like those guys -- Sean, Alan Horn, Bob Iger -- a lot," says Hancock. "And I thought the script was a fair portrayal of Walt as a mogul but also as an artist and a human being. But I still had concerns that it could be whittled away. I don't think this script could have been developed within the walls of Disney -- it had to be developed outside. But Sean said: 'We think it's a fair portrayal of Walt. We really like the script.' I'm not going to say there weren't discussions, but the movie we ended up with is the one that was on the page."

In fact, Disney threw its archives open to the filmmakers, who discovered a wealth of material about the making of Mary Poppins, including 39 hours of audiotapes that Travers insisted be recorded to document her meetings with Richard and RobertSherman (played in the new film by JasonSchwartzman and B.J. Novak, respectively) and screenwriter DonDaGradi (BradleyWhitford). Says Owen, "We were suddenly like kids in a candy store."

Production designer MichaelCorenblith worked from more than 500 photos of Walt's office as well as a display of his office furniture shown recently in a special exhibit at the Ronald Reagan Presidential Library. "Walt was such a smart marketer and such a media-savvy guy," he says. "Next to the Oval Office, his office was the most iconic office in America" thanks to the introductions Disney filmed for his various weekly TV series, beginning in 1954 on ABC.

After immersing in all the Disney memorabilia they could absorb, the actors found their way into the characters. Hanks says his key to playing Disney was the fact that "there are a lot of places where he sort of is playing Walt Disney himself. He's charming everybody, performing the way people want him to be. But there are more naked elements when he's talking about his past -- there was true reflection there. I listened to some long interviews where he talks about his past, about growing up and the struggles of getting the studio started, and I think he might have paid more attention to the things that went wrong than the things that went right."

As for Thompson, she was intrigued by the standoff between Travers and Disney, "two people who are used to getting their own way. She has much less actual power and yet huge personal power, enough to stand there in a good pair of shoes and say no."

Only when Disney finally persuades Travers to accompany him to Disneyland does the author's frosty demeanor begin to thaw. To shoot those scenes, the filmmakers traveled to the Anaheim amusement park for two days. Travers' arrival at the Disneyland gate was shot beginning at 6:30 a.m., with 650 extras looking on as Hanks-as-Disney took his position at the front of the park to greet her.

Thompson could only marvel at the scene: "Tom is pretty much as well-known as Walt Disney was. The response of the crowd to Tom was very similar, I would imagine, to the response of the crowd to Walt Disney. There is something equally iconic." Owen, as she watched her gamble pay off, agreed: "To get somebody to play an American icon like Walt, we needed somebody who was pretty iconic themselves -- and it's hard to think of anybody who is better at that than Tom Hanks."